Your Directors are pleased to present the 32nd Annual Report along with the auditedfinancial statements of your Company for the financial year ended on 31st March 2019.
|FINANCIAL SUMMARY AND HIGHLIGHTS: || || || || |
|The summarized financial highlights are depicted below: || || || || |
| || |
Consolidated ( In Lakhs)
|Particulars ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|OPERATING RESULTS || || || || |
|Sales & other income ||12352.25 ||14732.93 ||13293.86 ||16394.26 |
|Profit before interest & depreciation Less : ||1527.84 ||2193.62 ||1552.35 ||2418.53 |
|- Depreciation ||375.04 ||278.09 ||377.81 ||280.54 |
|- Interest ||227.11 ||98.85 ||228.62 ||99.72 |
|Net profit before taxation Less : ||925.68 ||1816.68 ||945.92 ||2038.27 |
|- Taxation ||190.99 ||410.77 ||194.53 ||468.36 |
|- Mat Credit Entitlement ||(43.42) ||- ||(43.42) || |
|- Deferred tax ||(10.69) ||199.98 ||(9.24) ||200.80 |
|Net profit after taxation ||788.81 ||1205.94 ||804.05 ||1369.11 |
|Profit for the year attributable to : || || || || |
|Owners of the Company ||788.81 ||1205.94 ||804.05 ||1369.11 |
|Non Controlling Interest ||- ||- || ||- |
|Other Comprehensive Income ||(27.07) ||(17.35) ||(26.09) ||(17.35) |
|Total Comprehensive Income ||761.74 ||1188.59 ||777.96 ||1351.76 |
|Profit for the Year ||788.81 ||1205.94 ||804.05 ||1369.11 |
|Add: Balance of Profit bought forward from previous year ||3816.23 ||2787.91 ||4158.99 ||3026.47 |
|Add: Prior Year's adjustment (Dividend Paid of Last Year) ||- ||(177.62) ||- ||(236.59) |
|Amount available for appropriation ||4605.04 ||3816.23 ||4963.04 ||4158.99 |
|Dividend on Equity Shares ||153.83 ||0.00 ||212.80 ||0.00 |
|Dividend tax ||31.62 ||0.00 ||31.61 ||0.00 |
|Transfer to General Reserve ||0.00 ||0.00 ||0.00 ||0.00 |
|Depreciation Adjustment ||0.00 ||0.00 ||0.00 ||0.00 |
|Ind As Effect of Leave Encash ||(4.05) ||0.00 ||(2.23) ||4158.99 |
|Income Tax Refund ||(9.33) ||0.00 ||(9.33) ||0.00 |
|Balance Profit carried forwarded to Balance sheet ||4432.97 ||3816.23 ||4730.18 ||4158.99 |
There are no material changes and commitments affecting the financial position of thecompany between the end of the financial year and the date of this report.
PERFORMANCE OF YOUR COMPANY
Revenue from operations was Rs. 122.46 crore in FY 2019 as against Rs. 146.50 crore inFY 2018. Profit after Tax was at Rs. 7.88 crore in FY 2019 as against Rs. 12.05 crore inFY 2018.
The Board of Directors is pleased to recommend a dividend of Re. 0.10 per share (i.e.10%) on the paid up share capital of the Company subject to approval of members in theensuing Annual General Meeting. The dividend on equity shares if approved by the memberswould involve a cash outflow of Rs. 74.02 lakhs including dividend distribution tax.
Paid-up Equity Share Capital as on 31st March 2019 was Rs. 61530750/-. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.
The Equity Shares of the Company continue to remain listed on the Bombay Stock ExchangeLimited.
The Company has not accepted any deposit within the meaning of Chapter V of theCompanies Act 2013 and the Rules framed there under.
PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS
The Particulars of loans guarantees and Investments have been disclosed in theFinancial Statements.
SUBSIDIARY & ASSOCIATE COMPANY
Your Company has a 49:51 joint venture with Bausano Holdings SRL Italy under the nameof Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profileextrusion machinery lines including for wood composite profiles in India with a specialemphasis on Africa Gulf and SAARC markets.
Rajoo Bausano Extrusion Private Limited is a combination of Rajoo's best in classinfrastructure and Bausano's sublime pioneering technology availability of indigenous rawmaterial and access to the latest technology. Through this unique Joint Venture customersare offered world class technological products at affordable price levels.
The Consolidated Financial Statement of the Company along with its Associates (RajooBausano Extrusion Private Limited) prepared for the year 2018-19 forms part of this AnnualReport.
A Report on the performance and financial position of each of the subsidiariesassociates and joint venture companies as per Companies act 2013 is provided in FormAOC-1 as Annexure I.
The Company does not have any subsidiary as on reporting date. During the year underreview company does not have become or ceased to be Company's subsidiaries jointventures or associate companies.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149 152 and other applicable provisions of theCompanies Act 2013 Mr. Utsav Doshi retires by rotation and being eligible has offeredhimself for re-appointment. Brief particulars of Mr. Utsav Doshi and his expertise invarious functional areas is given in the Notice conveying the Annual General Meeting.
NRC considered the Professional qualification [B.E. (Hons.) Mechanical Engineering fromBirla Institute of Technology and Science Pilani) awarded to Mr. Sunil Jain Director andhis practical experience in the fields of his specialization (Especially in Devising andImplementing strategies for developing markets for the Plastic Processing Machines onGlobal basis) for over thirty three years and that in the opinion of the NRC Mr. SunilJain possess the requisite qualification for practicing as Professional in the Company.Accordingly on 01.04.2018 Mr. Sunil Jain was designated as Professional Director for theperiod of three years.
Rajendra Gokaldas Vaja Ramesh Amrutlal Shah and Kirit Ratanshi Vachhani are eligiblefor re-appointment as an Independent Directors for a second term. Based on therecommendation of the NRC their re-appointment for a second term commencing from 20thSeptember 2019 up to 19th September 2024 is proposed at the ensuing AGM for the approvalof the Members by way of special resolution.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
In compliance with Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 brief resume of all the Directors proposed to beappointed/re-appointed are attached along with the Notice to the ensuing Annual GeneralMeeting.
The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and the ListingRegulations.
Following are the Key Managerial Personnel of the Company:
1. R. N. Doshi : Chairman & Managing Director
2. Khushboo Chandrakant Doshi: Whole Time Director
3. Utsav K. Doshi: Whole Time Director
4. J. T. Jhalavadia: Chief Financial Officer
5. Vijay Jadeja: Company Secretary
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Act:
(i) that in the preparation of the Annual Accounts for the year ended March 31 2019the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profit ofthe Company for the year ended on that date;
(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
NUMBER OF MEETINGS OF THE BOARD
Fifteen meetings of the Board were held during the year under review. For details ofmeetings of the Board please refer to the Corporate Governance Report which is a part ofthis report.
INDEPENDENT DIRECTORS' MEETING AND FAMILARISATION PROGRAMME
The Independent Director met on 11th March 2019 without attendance of Non-IndependentDirectors and members of the Management. The independent Directors reviewed theperformance of non-independent directors and the Board as a whole; the performance of theChairperson of the Company taking in to account the views of the Executive Directors andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
The details of the program for familiarization of the Independent Directors of theCompany are available on the Company's website www.rajoo.com
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178 (3) of the Companies Act 2013 is
made available on the Company's website www.rajoo.com
Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee CSR Committee Stakeholders Relationship Committeenumber of meetings held during the year under review and other related details are set outin the Corporate Governance Report which forms a part of this Report.
There have been no situations where the Board has not accepted any recommendation ofthe Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted a CSR Committee and has framed a CSR Policy. The briefdetails of CSR Committee are provided in Corporate Governance Report. The Annual Report onCSR Activities in prescribed format is enclosed in Annexure II of this report. The policyis available on the website of the Company at http://www.rajoo.com/csr.html.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT
The Management Discussion and Analysis Report the Business Responsibility Report andthe Report on Corporate Governance as required under the Listing Regulations forms partof the Annual Report.
Your Company recognizes that Risk as an integral part of business and is committed tominimizing the risk in a pro-active and efficient manner.
More details on risk management are covered in the Management Discussion and Analysisforming part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY
The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
The Company has adopted a policy on prevention prohibition and Redressal of Sexualharassment at workplace and has duly constituted an Internal Complaints Committee in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. An Internal ComplaintsCommittee (ICC) is in place to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed offduring the year: No. of complaints received: Nil No. of complaints disposed off: NA
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3(a) of the Companies Act 2013 the extract of Annualreturn is given in Annexure IV in the prescribed Form MGT-9 which forms part of thisreport.
RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onCompany's website at http://www.rajoo.com/investorszone.html. The Policy intends to ensurethat proper reporting; approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length.
All contracts/arrangements/transactions entered by the Company during the financialyear with the related parties were in ordinary course of business and on an arm's lengthbasis. Your Company had not entered in to any transactions with related parties whichcould be considered material in terms of Section 188 of the Companies Act 2013.Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.
SIGNIFICANT AND MATERIAL ORDER
There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operations in future for theyear under review.
Your Company has taken appropriate insurance for all the assets against foreseeableperils.
AUDITORS & AUDITORS REPORT
At the Thirty First AGM held on September 25 2018 the Members approved appointment ofM/s. Pankaj K. Shah Associates Chartered Accountants (Firm Registration No. 107352W) asStatutory Auditors of the Company to hold office for a period of five years from theconclusion of that AGM for a single tenure of 5 years subject to ratification of theirappointment by Members at every AGM if so required under the Act.
The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM and a note in respectof same has been included in the Notice for this AGM.
The statutory Auditor's Report does not contain any qualifications reservations oradverse remarks or disclaimer.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company has M/s. Maulik Sheth & Associates Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the year ended March 312019. The Secretarial Audit Report is annexed as Annexure V. there were no qualificationsreservations or adverse remarks given by Secretarial Auditor of the Company.
Cost Audit Report
Y our Company has appointed M/s. Shailesh Thaker & Associates Practicing CostAccountants to conduct audit of the cost records of the Company for the year ended 31stMarch 2020. The Cost Audit Report for the year 2017-18 was filed before the due date withthe Ministry of Corporate Affairs.
Particulars Of Employees
The Disclosure as required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and the information required underSection 197 of the Act read with rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are given in Annexure III and forms a part of thisreport.
Human Resources And Industrial Relations
The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of manager. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff.
Company believes in the potential of people to go beyond and be the game-changing forcefor business transformation and success. The Company's Human Resources policies andpractices are built on Rajoo Group's core values of Integrity Passion Speed Commitmentand Seamlessness. The Company's focus is on recruitment of good talent and retention ofthe talent pool. The Company is hopeful and confident of achieving the same to be able todeliver results and value for our stakeholders.
Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo 1.Conservation of energy (a) Energy conservation measures taken:
The Company has continued its efforts to improve energy efficiency with more vigor anddepth. Your Company continually took necessary steps to absorb and adopt the latesttechnologies and innovations in the Plastic Manufacturing Machines Industry. All machineryand equipment are continuously serviced updated and overhauled in order to maintain themin good condition. This resulted in consumption of lesser energy consumption. Energyaudits and Inter unit studies are carried out on a regular basis for taking steps forreduction of the energy consumption.
(b) Steps taken by the Company for utilizing alternate sources of Energy:
As part of its long term sustainability plan the Company has initiated various stepstowards utilizing alternate source/renewable source of energy:
- The company has installed and commissioned 304.64 KW (DC) capacity Solar Power Plantin the state of Gujarat at Village HADAMTALA
Taluka Kotda-Sangani District Rajkot.
- All efforts are made to use more natural lights in offices/Factory/stores premises tooptimize the consumption of energy.
(c) The capital investment on energy conservation equipment:
During the year the Company has invested Rs. 1.54 Cores as capital investment onenergy conservation equipment by installing Solar Power Plant.
2. Technology absorption
(a) Efforts made towards Technology Absorption:
- The Company continues to adopt and use the latest technologies to improve theproductivity and quality of its products.
- The Company has technical collaboration with Commodore LLC. USA Bausano &Figli Italy and MEAF Machines B.V. of Netherlands are strategic partners.
(a) Benefits derived like product improvement cost reduction product development orimport substitution:
Due to integrated facility and infusion of new technology the Company is in positionto offer most energy efficient products to consumers.
3. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):
No Technology was imported for conservation of energy.
|4. Expenditure on R & D: || || |
| || ||( In Lakhs) |
|Particulars ||F.Y. 2018-19 ||F.Y. 2017-18 |
|Capital Expenditure ||0.00 ||3.51 |
|Revenue Expenditure ||127.02 ||38.73 |
|Total: ||127.02 ||42.24 |
|5.Foreign Exchange Earnings and Outgo: || || |
| || ||( In Lakhs) |
|Particulars ||F.Y. 2018-19 ||F.Y. 2017-18 |
|Foreign Exchange earned ||2875.51 ||5809.28 |
|Foreign Exchange used ||617.12 ||2772.56 |
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers vendors suppliers investors and bankers for their continued support and faithreposed in the Company.
|Date: 19/05/2019 ||For and on behalf of the Board of Directors |
|Place: Veraval (Shapar) ||Rajoo Engineers Limited |
| ||(R. N. DOSHI) |
| ||Chairman & Managing Director |
| ||(DIN: DIN:00026140) |